Business CCPL Document

Business CCPL Document

This Business CCPL Document (the "Agreement") is made and entered into as of Effective Date: by and between the following parties.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing commercial services and possesses confidential processes, materials and proprietary information necessary to perform services; and

WHEREAS, Party B desires to engage Party A to perform certain services and acknowledges that the parties will exchange Confidential Information and may establish limited license rights with respect to Proprietary Materials; and

WHEREAS, the parties wish to set forth the terms and conditions governing the scope of work, payment, confidentiality, term and termination, and other rights and obligations in this Agreement.

Scope of Work

Party A shall provide the services, deliverables and licensing described below. Party A will perform the services in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones and deliverables are described as follows:

Payment Terms

In consideration for the services and licenses provided by Party A, Party B shall pay fees as set forth below. All fees are payable in United States Dollars unless otherwise agreed in writing.

All payments shall be made against invoices rendered by Party A. If Party B fails to pay any undisputed invoice when due, Party A may suspend performance after providing written notice and a ten (10) day cure period. Disputed amounts will not be subject to suspension if the dispute is raised in good faith and diligently pursued.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon delivering written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or cessation of business is effective immediately upon written notice.

Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Proprietary Rights, Indemnification, and Governing Law shall survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") relating to business, operations, products, services, pricing, processes, trade secrets, technical data, or other proprietary information, whether disclosed orally, in writing or by inspection. Confidential Information does not include information that: (a) is or becomes generally known to the public through no improper act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use it solely for the performance of this Agreement, and (iii) not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The parties acknowledge that monetary damages may be inadequate and that injunctive and other equitable relief are appropriate remedies for any breach of this Section.

Proprietary Rights and License

Unless otherwise expressly agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property and Confidential Information. Party A grants to Party B a limited, non-exclusive, non-transferable license to use deliverables solely for Party B's internal business purposes, subject to any restrictions set forth in the Scope of Work and license terms below.

Warranties; Limitation of Liability

Party A warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PARTY A FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Each party agrees to defend, indemnify and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided that the indemnified party gives prompt written notice, cooperates in the defense, and allows the indemnifying party to control the defense and settlement, subject to reasonable approval rights as to settlements that admit fault or impose obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, the parties may pursue any remedies available at law or equity in the courts of the chosen state.

Entire Agreement; Amendments

This Agreement, including any exhibits, attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and understandings. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets. If any provision is found unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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